Executive Summary: Key Legal and Evidentiary Issues

• Standing to sue was contested, requiring the Court to decide whether Simon Britt personally, or his management company Bleuréal, held the legal interest to claim under the services contract.
• The central contractual question concerned the proper interpretation of article 3 (Term) of the engagement letter and whether a three-month written notice was required even in cases of termination for cause.
• Evidence about the parties’ conduct after the contentious 7 February 2023 email, including continued work, board presentations, and paid invoices, was crucial to determining whether there was a true “rupture définitive” of trust and a default justifying immediate termination.
• Board minutes, correspondence, and testimony were weighed to assess Miyuukaa Corp.’s allegation that Britt had been disrespectful, disloyal, or incompetent, versus his claim that no prior warnings or complaints had ever been raised about his performance.
• The quantum of damages turned on competing approaches to calculating average monthly remuneration, with the Court preferring the October 2022–March 2023 billing pattern linked to the intensified financing work on the transmission line project.
• Application of the Civil Code of Québec rules on “résiliation-sanction” and mise en demeure (arts. 1590 ff., 1597, 1604–1605, 2098, 2100 C.c.Q.) framed the legal analysis of whether Miyuukaa Corp. could bypass the contractual notice period and terminate the contract with immediate effect.

Background and parties
Simon Britt is a chartered professional accountant (CPA, CA) who was engaged by Miyuukaa Corp., a corporation wholly owned by the Cree First Nation of Waswanipi (PNCW), to serve as its chief financial officer under a contract dated 28 March 2019. The contract was of indeterminate duration and set out the terms of his engagement, including a clause on termination set out in article 3 (Term). Miyuukaa Corp.’s activities were closely tied to a major infrastructure and mining-related initiative: the Kuikuhaacheu transmission line and associated underground mining works at the Windfall gold project, a relatively small but highly valuable underground deposit estimated at approximately 8 million ounces of gold. The project was of strategic socio-economic importance for the PNCW, which authorized construction of the transmission line on its ancestral lands in return for royalties and employment opportunities for its members.

The services contract and termination clause
The contract between Britt and Miyuukaa Corp. was structured as a contract for services within the meaning of article 2098 of the Civil Code of Québec. In addition to his contractual obligations, Britt owed legal duties of prudence, diligence and loyalty to act in the best interests of Miyuukaa Corp. as client. The dispute focused on the proper construction of article 3, the Term clause. This clause allowed either party to terminate the engagement “at any time” upon giving at least three months’ written notice and further provided that “in the event of termination for cause, the breaching party shall have the right to cure the breach within the notice period.” The wording linked termination for cause to a notice period that also doubled as a cure period, and specified that Miyuukaa Corp. would compensate Britt for services performed and expenses incurred through the effective date of termination.

Major project responsibilities and remuneration structure
From June 2022 onward, Britt became heavily involved in the Kuikuhaacheu transmission line project to bring hydroelectric power to the Windfall site. His core responsibilities included identifying, structuring, and negotiating the external financing needed to construct and maintain the transmission line, a responsibility that contractually rested with Miyuukaa Corp. under agreements with Osisko (the mining rightsholder at the time) and Hydro-Québec. Institutional partners such as the Canada Infrastructure Bank, Fonds de solidarité FTQ, Investissement Québec, the Société de développement de la Baie-James, and Desjardins Capital were in discussions and had signed nondisclosure agreements. As the project work intensified and financing talks accelerated in the fall of 2022, Britt’s billing increased accordingly, particularly after a July 2022 amendment that revised his hourly rates and was later tacitly ratified when Miyuukaa Corp. paid the related invoices without protest. This billing pattern and its link to project milestones later became central to the Court’s approach to quantifying damages.

Governance context and conflict-of-interest concerns
On 14 November 2022, the PNCW restructured the governance of its subsidiaries. The same individuals were appointed to the boards of Miyuukaa Corp. and another PNCW-owned entity, Mishtuk, a forestry corporation. Around the same time, Osisko launched a major tender (CAWL-G135) for underground work related to the Windfall project. Miyuukaa Corp., under Britt’s direction, submitted a bid late in 2022. In early February 2023, Britt learned that Mishtuk had also submitted a competing bid for the same tender, meaning that two sister corporations, sharing the same directors, were bidding against one another. Concerned about potential misuse or leakage of confidential financial and commercial information between these entities through the overlapping boards, Britt raised the issue as a possible conflict of interest.

The critical emails and board reaction
On 2 February 2023, Britt emailed one of the PNCW’s lawyers, copying the PNCW Chief, to highlight the potential conflict and to request a formal legal opinion. When this message went unanswered, he sent a more forceful email directly to Chief Irene Neeposh on 7 February 2023. In this second email he emphasized the risk that confidential information from Miyuukaa Corp.’s proposal might have been shared with Mishtuk, warned that Miyuukaa Corp.’s underground partner CMAC might have legal grounds against Miyuukaa Corp., and stressed the danger that institutional financiers would withdraw if they discovered that board members had acted in a conflict of interest. He described the stakes in terms of more than CAD 100 million in potential long-term wealth for the PNCW, and, in strongly worded language, stated that he would cancel all future Miyuukaa board meetings until a new board was appointed, accusing the current governance of acting like a “juvenile boys club.” This message went unanswered as well, but it deeply offended members of the board, who felt personally disrespected and saw Britt’s comments as a challenge to the PNCW’s sovereign decisions on the composition and authority of its subsidiaries’ boards.

Continuation of services despite ruptured trust claims
Despite the immediate reaction within Miyuukaa Corp.’s board that Britt was “out of line,” disrespectful and possibly defamatory, the company did not break off the relationship at once. Instead, Britt continued to perform his functions as CFO. On 24 February 2023, he presented a detailed progress update on the transmission line project to the board. Throughout March 2023, he worked daily on advancing the project, particularly its financing, and his last timesheet entries for Miyuukaa Corp. date from 7 April 2023. Notably, the tender CAWL-G135 was cancelled by Osisko on 14 February 2023 for financial reasons unrelated to the competing bids of Miyuukaa Corp. and Mishtuk. During this period, no one from Miyuukaa Corp. or the PNCW appears to have confronted Britt directly about his tone or to have reduced his responsibilities.

Termination, allegations, and procedural stance
On 4 April 2023, Miyuukaa Corp. sent Britt a letter terminating his services “effective immediately.” While acknowledging that article 3 of the engagement terms referred to a three-month written notice, the board took the position that his 7 February 2023 email, with its harsh language and accusations against the board’s president and vice-president, constituted default, defamation, and a breach of his professional ethical obligations under the Code of ethics of chartered professional accountants, as well as a gross lack of respect for the PNCW’s sovereign governance. In its pleading, the Corporation also raised two additional lines of defence. First, it argued that Britt personally had no standing to sue, because nearly all invoices had been issued by Bleuréal Inc., his management company, which had never been formally substituted as contracting party or joined to the action. Second, it asserted that a broader internal review had revealed that Britt had long ceased to comply with his contractual obligations, acted with open hostility toward the board, exceeded his authority, and failed to act in Miyuukaa Corp.’s best interests.

Issues before the Superior Court of Québec
The Superior Court identified two principal issues. The first was standing: whether Britt personally, or his company Bleuréal, held the legal interest to bring the claim. The Corporation ultimately conceded at argument that Britt did have standing, and the Court confirmed this conclusion. The contract had been signed in 2019 before Bleuréal existed, it clearly retained Britt’s services personally as a CPA and CFO, and the mere fact that he later authorised Bleuréal to receive payments did not strip him of his legal interest in enforcing the contract. The second, and central, issue was whether Britt had breached his contractual obligations in a way that justified immediate termination, notwithstanding the three-month notice period in article 3. Here, the Court had to interpret the contractual termination clause in light of general Civil Code rules on contracts for services and on termination as a sanction (résiliation-sanction), and assess whether the factual circumstances amounted to a default of sufficient gravity, without justification, and with the debtor (Britt) already in default (en demeure) such that Miyuukaa Corp. could unilaterally and immediately terminate the contract.

Legal framework on termination for cause and notice
The Court accepted the parties’ common characterization of the engagement as a contract for services under article 2098 C.c.Q., which imposed on Britt duties of prudence, diligence and loyalty, coupled with the general obligation of good faith in contractual performance. It then distinguished between two regimes: the client’s general right to unilaterally terminate a services contract (subject to paying the provider and, here, honouring the three-month notice) and the more stringent regime for termination as a sanction under articles 1590 and following C.c.Q. For résiliation-sanction, the creditor must demonstrate an actual or anticipated non-performance of an obligation that is not trivial, that is not justified by a legal excuse, and that occurs when the debtor is in default (in demeure). Although default can be established by a prior written demand (mise en demeure), the Civil Code also recognizes default by operation of law (de plein droit) in limited circumstances, such as when an obligation could only be usefully performed within a specified time, when urgency required immediate performance, when the debtor repeatedly fails to perform a continuing obligation, or when the debtor clearly manifests an intention not to perform. The Court also stressed that even when a contract allows unilateral termination, the right must be exercised in good faith and not in an abrupt, “brutal” manner, especially where the parties have contractually agreed on a notice period serving both as a transition mechanism and, in article 3, as a cure period for any alleged default.

Interpretation of article 3 (Term) and the right to cure
Turning to the text and purpose of article 3, the Court acknowledged that the clause was not perfectly drafted but accepted Britt’s evidence as to its intent. The three-month written notice was designed to protect both sides: it would give Britt an opportunity to be informed of any shortcomings and to correct them, and it would also give Miyuukaa Corp. time to recruit a replacement and ensure proper handover of complex, project-critical financial and governance matters. The explicit language that “in the event of termination for cause, the breaching party shall have the right to cure the breach within the notice period” was read as an agreement that, even where cause exists, termination must be preceded by notice granting a cure opportunity. The Court was not persuaded by Miyuukaa Corp.’s attempt to fit the situation into a default-by-operation-of-law scenario negating any need for notice, especially given that Britt continued to perform his functions and was allowed to do so for weeks after the contested email.

Assessment of allegations of broader misconduct
The Court then examined the Corporation’s broader allegations that Britt had been incompetent, disloyal, or had overstepped his authority beyond the February email incident. These allegations were not mentioned in the 4 April termination letter, which focused exclusively on the language and implications of the 7 February email. The contemporaneous board minutes from February and March 2023, along with witness testimony, showed that the board’s concerns centred on Britt’s tone, his cancellation of board meetings and his perceived disrespect toward the newly appointed directors and the PNCW’s governance choices. The Court gave little weight to later-articulated complaints raised for the first time in pleadings, treating them as after-the-fact rationalisations rather than genuine grounds that drove the decision to terminate. It found no credible evidence of substantive incompetence or repeated refusal to perform contractual obligations. In fact, Miyuukaa Corp. conceded at argument that Britt’s financial work itself was not in issue, and the successful and timely completion of the transmission line project suggested that his preparatory and financing work had been effective rather than harmful.

Standing, billing history, and quantum of damages
On the standing and billing questions, the Court confirmed that Britt, not Bleuréal, was the contracting party and that his authorization for the company to receive payments under article 1557 C.c.Q. did not deprive him of the right to sue on the contract. The Corporation attempted, in the alternative, to reduce the quantum by urging the Court to base any three-month indemnity on the average of the last six invoices issued in Britt’s personal name (April to September 2022), which were significantly lower than the invoices from October 2022 to March 2023. This argument failed on both evidentiary and substantive grounds. The Corporation had not properly filed those earlier invoices, so there was no admissible proof of the suggested lower average. More importantly, the July 2022 rate amendment had been operationalised and ratified when Miyuukaa Corp. paid the higher-rate invoices from October 2022 to March 2023 without protest, making it untenable to deny the amended rates now. The Court also emphasized that the period from October 2022 onward coincided with an intensification of the transmission line project and institutional financing work; using that period to measure expected remuneration over a three-month notice period in spring 2023 was therefore more coherent with the actual scope and complexity of Britt’s responsibilities by then. On this basis, the Court fixed the average monthly amount at CAD 43,408.33, leading to a three-month figure of CAD 130,225.00 in principal.

Court’s conclusions on default, notice and termination
The Superior Court held that Miyuukaa Corp. had not met its burden to show that Britt was in default by operation of law at the time of termination, within the meaning of article 1597 C.c.Q. The mere fact that the board felt insulted or had lost confidence, in the absence of objective proof of persistent non-performance or incompetence, did not transform the situation into one where no notice was required. Nor did the existence of a governance dispute about potential conflicts of interest between sister corporations turn the relationship into one of immediate, irremediable breach. Britt had not refused to perform his duties; on the contrary, he continued to perform them and was allowed to do so. Because Miyuukaa Corp. neither sent a written mise en demeure nor honoured the three-month notice and cure period stipulated in article 3, its decision to terminate “effective immediately” on 4 April 2023 amounted to a breach of the contract. The Court also noted that contractual and statutory good faith required the Corporation not to prolong Britt’s services for its own transitional convenience and then deny him the very transition and cure protection that article 3 was intended to provide.

Decision and monetary outcome
In its final orders, the Court allowed Britt’s action in full and dismissed Miyuukaa Corp.’s defence. It declared that Britt had the necessary legal interest to sue under the engagement contract, that Miyuukaa Corp. could not invoke résiliation-sanction without satisfying the notice and cure requirements of article 3 and the Civil Code, and that its immediate termination on 4 April 2023 was unjustified. As a result, the Court awarded Britt damages equivalent to three months of remuneration, calculated on the October 2022–March 2023 average, for a principal sum of CAD 130,225.00, together with legal interest and the additional indemnity provided by article 1619 C.c.Q. from 14 September 2023 (the date the originating application was served) until full payment, plus judicial costs. The exact dollar amount of interest, additional indemnity, and costs is not fixed in the judgment and would need to be determined separately; however, the successful party is clearly Simon Britt, with a total principal award of CAD 130,225.00, additional unquantified interest and indemnity, and his court costs in this action.